Client Fulfillment Schedule

Client Fulfillment Schedule

Recitals

WHEREAS, the parties entered into a Master Services Agreement pursuant to which the Provider will perform certain services for the Client dated ;

WHEREAS, Client Name: desires the Provider, Provider Name: , to perform services and deliverables as described in this Client Fulfillment Schedule (the "Schedule");

WHEREAS, this Schedule supplements and is governed by the terms of the Master Services Agreement and, where inconsistent, the terms of this Schedule apply to the specific services and fees set forth below.

Scope of Work

Provider will perform the services and deliver the products described in the Deliverable Schedule below and will comply with the acceptance criteria set forth for each deliverable. Provider shall provide personnel, materials, equipment and supervision necessary to perform the services in a professional manner consistent with industry standards.

Deliverable Schedule

The parties agree the following deliverables, delivery dates, acceptance criteria, and fees apply. Provider will submit deliverables for Client review and acceptance in accordance with the acceptance criteria.

Payment Terms

Client will pay Provider the fees set forth in the Deliverable Schedule. Unless otherwise noted, all fees are payable in U.S. dollars and exclusive of applicable taxes. Provider will invoice Client in accordance with the Payment Schedule below.

Overdue amounts shall accrue interest at the rate of % per month (or the maximum rate permitted by law, if lower), plus any collection costs incurred by Provider.

Term and Termination

This Schedule commences on the Start Date and, unless earlier terminated, terminates on the End Date below.

Either party may terminate this Schedule for material breach if such breach remains uncured thirty (30) days after written notice. Termination for convenience by Client requires the notice period above and payment for services performed and non-cancellable commitments incurred through the effective termination date.

Confidentiality

Each party shall maintain the confidentiality of the other party’s Confidential Information and shall not disclose such information except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party’s possession prior to receipt from the disclosing party; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party.

Confidentiality obligations shall survive termination of this Schedule for years unless a longer statutory period applies.

Governing Law

This Schedule shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

Entire Agreement

This Schedule, together with the Master Services Agreement to which it is attached, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and communications, whether written or oral, relating to such subject matter. No amendment to this Schedule shall be effective unless in a writing signed by authorized representatives of both parties.

Miscellaneous

The parties acknowledge that time is of the essence with respect to the obligations set forth in this Schedule. Neither party shall assign this Schedule without the prior written consent of the other, except that Provider may assign to an affiliate or pursuant to a merger, sale of substantially all assets, or financing, provided that the assigning party remains liable for performance.

Sign Now